FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Ivy Jerry Lafe JR 2. Issuer Name and Ticker or Trading Symbol ON TRACK INNOVATIONS LTD [ OTIVF ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
1003 LAKE ST. #301
3. Date of Earliest Transaction (MM/DD/YYYY)
3/2/2021
(Street)
KIRKLAND, WA 98033
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Ordinary Shares, NIS .10 par value  $0 (2) 3/2/2021    A     0 (2)     3/2/2021  6/17/2021 (3) Ordinary Shares  0 (2) $1500000  0 (1) I  As Trustee and beneficiary of the Jerry L. Ivy, Jr. Descendants' Trust 

Explanation of Responses:
(1)  The convertible loan was made pursuant to a loan financing agreement dated December 9, 2020. The loan bears interest at 8.0% per annum but upon an extension beyond the maturity date, the interest rate increases to 10.0% per annum.
(2)  The conversion feature of the loan became effective on March 2, 2021, the date of shareholder approval. Principal and accrued interest may be converted at a price per share (the "Conversion Price")equal to the lower of (a) $0.20 per share and (b) a price per share reflecting a discount of $0.248 (the "Benchmark Price"), as follows: (i) if conversion occurs no later than three months after the Initial Closing, the price will be $0.198; (ii) if conversion occurs more than three months but no later than six months after the Initial Closing, the price will be $0.174; (iii) if conversion occurs more than six months after the Initial Closing (to the extent extended in accordance with the terms of the Agreement), the price will be $0.124; and (iv) if conversion occurs upon an event of default, theprice will be $0.124.
(3)  Represents the maturity date of the convertible loan. The maturity date may be extended at the sole option of Mr. Ivy, which will extend the expiration date of the conversion right.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ivy Jerry Lafe JR
1003 LAKE ST. #301
KIRKLAND, WA 98033

X


Signatures
Jerry L. Ivy, Jr. 3/3/2021
**Signature of Reporting Person Date